Exhibit 10(ff)
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
This Agreement, effective October 1, 1997 amends and restates an
agreement made effective as of the first day of February 8, 1995, by and
between Starmet Corporation (formerly NUCLEAR METALS, INC.), a Massachusetts
corporation with its principal office in Concord, Massachusetts (the
"Corporation"), and Xxxxxx X. Xxxxx (the "Employee") of Marlborough,
Massachusetts.
WHEREAS, the Corporation is engaged in the business of developing and
marketing metallurgical and other products; and
WHEREAS, the Employee is employed by the Corporation as its President; and
WHEREAS, the Employee serves as a Director of the Corporation; and
WHEREAS, the parties hereto wish to describe the terms under which the
employment relationship presently existing between Corporation and Employee
will continue in the future;
NOW, THEREFORE, in consideration of the foregoing promises and the mutual
agreements herein contained, the parties hereto agree as follows:
1. Employment
The parties agree to continued employment of the Employee by the
Corporation during the Term of this Agreement and according to the terms and
conditions hereof.
2. Service by the Employee
Except as specifically provided herein, the Employee shall continue to
devote his best efforts and his entire working time during the usual business
hours of the Corporation, and at such other times as is necessary and
appropriate to advancing the best interests of the Corporation. Without
limiting the generality of the foregoing, such activities shall include
serving as President and a Director of the Corporation.
3. Compensation
3.1 Initial Compensation
The Employee's minimum annual compensation shall be at the annual rate
of $200,000 for the Term of this Agreement.
3.2 Payments
Such compensation shall be paid to the Employee on a weekly, bi-weekly
or monthly basis, consistent with the Corporation's normal practice in
paying compensation to its other executive employees.
3.3 Increase by the Board of Directors
The Board of Directors may, from time to time during the Term of this
Agreement, review compensation and such compensation may be increased (but
not decreased) from time to time on a basis consistent with the performance
of Employee and of the Corporation and the salary levels prevailing
generally for positions of comparable responsibility.
3.4 Bonuses
In addition to the foregoing initial compensation, the Corporation may
pay the Employee a bonus in any year in such amount as may be determined by
the Board of Directors of the Corporation.
4. Employee Benefits
In addition to the other employee benefits which may be made available to
the Employee from time to time, the Corporation shall provide the following to
the Employee:
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4.1 Benefit Plans
The Corporation shall include the Employee in all of its benefit
plans, including pension benefits and major medical, life, accident and
health insurance, while he remains an active employee of the Corporation
during the Term of this Agreement, on the same basis as the coverage
provided to other executive employees of the Corporation.
4.2 Vacations
The Employee shall be entitled to six (6) weeks of paid vacation each
fiscal year, earned at the rate of one week for each two months of
employment hereunder, which vacation shall be taken at such time or times
as may be agreed upon between the Employee and the Corporation from time to
time. The Corporation shall carry forward to succeeding fiscal years any
accrued vacation unused during the preceding fiscal year.
4.3 Automobile Allowance
The Corporation shall provide the Employee with an automobile for his
use, including use on corporate business. Any such automobile shall be
owned and fully maintained by the Corporation, which maintenance shall
include the cost of gas, oil and automobile insurance. The Employee shall
report estimated personal use as required by tax regulations in effect from
time to time. In lieu of providing the Employee with an automobile, the
Corporation may, instead, provide the Employee with an automobile allowance
in an amount approximately equal to the cost to the Corporation of
providing an automobile to him.
4.4 No Reduction of Benefits
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The Corporation shall not eliminate or reduce benefits in effect on
the date hereof.
5. Termination
5.1 Termination Payments
The Board of Directors of the Corporation acting on behalf of the
Corporation and after notice and an opportunity to be heard, may terminate
the Employee's employment hereunder if a majority of the whole number of
Directors then in office determine, in good faith, that:
(a) the Employee has willfully refused to perform substantially
all of the services required of him hereunder; or
(b) the Employee has been convicted of a crime of moral turpitude.
In such event, or in the event of voluntary termination by the Employee
without "good reason," as herein defined, the Employee's right to all
future payments set forth in subsection 3.1 hereof shall cease.
5.2 Death
In the event of the death of the Employee, payments set forth in
subsection 3.1 shall be made to the executor or administrator or other
personal representative of the decedent and shall be continued until the
earliest of one year from the date of death of the Employee or the end of
the Term of this Agreement.
5.3 Other Terminations
In the event of termination by the Corporation other than pursuant to
subsection 5.1 or of termination by the Employee for good reason, the
amounts payable pursuant to said subsection 3.1 for the balance of the Term
of this Agreement shall be due and
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payable upon termination.
In the event of termination by Employee without good reason, in
recognition of past services and contributions, the amounts payable
pursuant to said subsection 3.1 shall be continued for a period of one
year from the date of such termination.
5.4 Definition
"Good reason", within the meaning of this Agreement, consists of (a)
circumstances which, in the reasonable judgment of Employee, constitute a
material reduction in the Employee's job title, perquisites, duties,
authority, amenities, benefits or responsibilities; or (b) require the
Employee regularly to perform services at a location more than twenty-five
(25) miles distant from the present location of Corporation in Concord,
Massachusetts, without his consent.
6. Payments After Disability
The Corporation shall pay to the Employee, or to his legal
representative, the amounts payable pursuant to subsection 3.1 during any
period of partial or total disability hereunder until the first to occur of
(a) one year after the date of the Employee's death, or (b) the end of the
term of this Agreement. In the event of partial disability, Employee shall
exert reasonable effort to perform such services thereunder as his disability
will permit. The payments made for such disability hereunder shall be
reduced by the amount of any wage continuation insurance payments payable to
the Employee or his representative during such period on the basis of any
disability insurance coverage paid for by the Corporation. During a period
of disability the Board of Directors, by written notice given not later than
February 28 of any year, may terminate this Agreement as of February 28 of
the third successive year.
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7. Non-competition
During the Term of this Agreement and for a period of two (2) years after
its expiration, or after the termination of Employee's employment with the
Corporation, whichever occurs later, the Employee shall not compete directly
or indirectly with the Corporation within the continental United States.
8. Term of Agreement
This Agreement shall continue in force for a term ending February 28,
2002, unless terminated by either party in accordance herewith. On February
28th of each year after 1998, the term hereof automatically shall be extended
for an additional one-year period, unless either party gives written notice
to the other prior to such date of its or his intention not to extend the
term of this Agreement. Reference herein to the Term of this Agreement shall
include the initial period and any period thereafter for which this Agreement
continues in effect pursuant to the provisions of this Article 8.
9. Miscellaneous
9.1 Binding Nature of Agreement
This Agreement shall be binding upon the parties hereto, and their
heirs, legal representatives, successors and assigns. The Corporation
shall require any successor to a majority of its business activities to
assume the obligations of the Corporation herein, however, the Corporation
shall continue to be liable to Employee for all payments due pursuant to
this Agreement.
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9.2 No Assignment
The parties agree that the nature of the Employee's services are
personal, and that the Employee may not assign any of his rights and duties
hereunder.
9.3 Notices
All notices required under this Agreement shall be sufficient if made
by certified or registered mail, return receipt requested, delivered to the
then residence of the Employee and to the Corporation at its then principal
office.
9.4 Amendments and Waivers
This Agreement represents the exclusive statement of the entire
agreement between the parties concerning the subject matter hereof and
supersedes all prior written agreements, but not including any stock
purchase or stock option agreement between Corporation and Employee. This
Agreement may not be amended, modified or revoked in whole or in part
except by written agreement of the parties hereto. Any waiver of any
provision of this Agreement, to be enforceable by the non-waiving party,
must be in writing and signed by the party to be charged therewith; and a
waiver of any such occasion shall not be construed as a bar to or waiver of
any such right or remedy on any future occasion, unless the waiver
specifically provides otherwise.
9.5 Disputes
Any controversy or claim arising out of or relating to this Agreement,
or the breach thereof, shall be settled by arbitration in the City of
Boston in accordance with the rules then in effect of the American
Arbitration Association, and judgment upon the award rendered by the
arbitrator may be entered in any court having jurisdiction thereof.
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In the event that Employee resorts to a suit for specific performance
or any other form of litigation or court action to implement the provisions
of this section or to enforce any award or order, substantive or
procedural, rendered by the arbitrator or relating to arbitration pursuant
to the provisions of this section, the Company shall pay the Employee's
entire cost thereof, including legal fees, whether such litigation is
settled or results in a determination by the court, and regardless of the
nature of that determination, unless there is a determination by the court
that the litigation or other court action brought by Employee was
frivolous.
9.6 Counterparts
This Agreement may be executed in several counterparts, and all so
executed shall constitute one agreement, binding upon each party,
notwithstanding that either party did not sign the same counterpart as the
other party.
9.7 Construction
The headings and subheadings of this Agreement have been inserted for
convenience only and are to be ignored in any construction of the
provisions hereof. The use of the singular shall be deemed to include the
plural and vice versa, and the use of the masculine and neuter gender shall
be deemed to include the feminine, masculine and neuter gender unless the
context otherwise requires. No conclusion may be drawn from any difference
between this Agreement as finally signed and any prior agreement or draft
of all or any part of any prior agreement.
9.8 Law Governing
This Agreement shall be governed by and construed in accordance with
the laws
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of the Commonwealth of Massachusetts.
IN WITNESS WHEREOF, the Employee has signed and sealed this Agreement
and the Corporation has caused this Agreement to be executed and its corporate
seal to be affixed hereto effective the day and year first written above.
STARMET CORPORATION
Attest: /s/ Xxxxxx X. Xxxxxxx By: /s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx
Date: 10/1/97
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{Corporate Seal}
Attest: /s/ Xxxxxx X. Xxxxxxx By: /s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
Date: 10/1/97
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